Because the selling stockholders may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act, the selling stockholders will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of Nasdaq pursuant to Rule 153 under the Securities Act.
The selling stockholders will be subject to the Exchange Act, including Regulation M promulgated thereunder, which may limit the timing of purchases and sales of Common Stock by the selling stockholders and their affiliates.
To our knowledge, there are currently no plans, arrangements, or understandings between the selling stockholders and any underwriter, broker-dealer, or agent regarding the sale of our Common Stock by the selling stockholders.
Notwithstanding anything in this section to the contrary, the Common Stock will only be used to cover or in settlement of any short positions in our securities if such short positions were entered into or established at a time that both (A) such shares are issued and outstanding, and (B) the resale of such shares is covered by an effective registration statement.
The aggregate proceeds to the selling stockholders from the sale of the Common Stock offered by them hereby will be the purchase price of the Common Stock less discounts and commissions, if any. The selling stockholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds from this offering.
At the time a particular offering of shares of Common Stock is made, a prospectus supplement, if required, may be distributed that will set forth the number of shares of Common Stock being offered, the method of distribution and the terms of the offering, including the name or names of any underwriters, dealers or agents, the purchase price paid by any underwriter, any discount, commission, and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.
In order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or licensed brokers or dealers.
The selling stockholders may decide not to sell any of their Common Stock described in this prospectus. We cannot assure holders that the selling stockholders will use this prospectus to sell any or all of their Common Stock. Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus. In addition, the selling stockholders may transfer, devise, or gift its Common Stock by other means not described in this prospectus.
We will pay all expenses in connection with the registration of the shares offered hereby, including the payment of the SEC filing fees. The selling stockholders will be responsible for paying commissions, concessions, fees, and discounts of underwriters, broker-dealers, and agents and expenses it incurs for brokerage, accounting, tax, or legal services or any other expenses incurred in disposing of the shares of Common Stock offered hereby.
We have agreed to use our reasonable best efforts to keep the registration of the shares of Common Stock offered hereby effective until the shares (i) have been sold pursuant to the registration statement of which this prospectus forms a part, (ii) have been sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met; or (iii) in the opinion of our counsel, could be sold under Rule 144, or any successor rule thereto.